Title 14, Chapter 3, Section 850
As used in this part, the term:
(1) "Corporation" includes any domestic or foreign predecessor
entity of a corporation in a merger or other transaction in which
the predecessor's existence ceased upon consummation of the
(2) "Director" or "officer" means an individual who is or was a
director or officer, respectively, of a corporation who, while a
director or officer of the corporation, is or was serving at the
corporation's request as a director, officer, partner, trustee,
employee, or agent of another domestic or foreign business or
nonprofit corporation, partnership, joint venture, trust, employee
benefit plan, or other entity. A director or officer is
considered to be serving an employee benefit plan at the
corporation's request if the director's duties to the corporation
also impose duties on, or otherwise involve services by, the
director to the plan or to participants in or beneficiaries of the
plan. "Director" or "officer" includes, unless the context
otherwise requires, the estate or personal representative of a
(3) "Disinterested director" means a director who at the time of a vote referred to in subsection (c) of Code Section 14-3-853 or a vote or selection referred to in subsection (b) or (c) of Code Section 14-3-855 is not:
(A) A party to the proceeding; or
(B) An individual having a familial, financial, professional, or
employment relationship with the director whose indemnification
or advance for expenses is the subject of the decision being
made, which relationship would, in the circumstances, reasonably
be expected to exert an influence on the director's judgment
when voting on the decision being made.
(4) "Expenses" includes counsel fees.
(5) "Liability" means the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan), or reasonable expenses
actually incurred with respect to a proceeding.
(6) "Official capacity" means:
(A) When used with respect to a director, the office of director
in a corporation; and
(B) When used with respect to an officer, as contemplated in Code Section 14-3-857, the office in a corporation held by the officer.
"Official capacity" does not include service for any other
domestic or foreign corporation or any partnership, joint venture,
trust, employee benefit plan, or other entity.
(7) "Party" means an individual who was, is, or is threatened to
be made a named defendant or respondent in a proceeding.
(8) "Proceeding" means any threatened, pending, or completed
action, suit, or proceeding whether civil, criminal,
administrative, arbitrative, or investigative and whether formal